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CDSA Constitution and By-Laws

 

ARTICLE I††† ††††††††††† NAME AND LOCATION

 

1.1              The corporation is named CENTRAL DEKALB SPORTS ASSOCIATION, INC. (C.D.S.A.).The affairs of the C.D.S.A. will be conducted in accordance with the Constitutions/By-Laws, Rules and Regulations.

 

REGISTERED OFFICE

 

1.2              Unless otherwise directed by the Board of Directors, the address of the Registered office shall be the address of the President then in office, who shall be the Registered Agent.

 

1.3              The Association may have an office at such other place or place within the State of Georgia as the Board of Directors may from time to time appoint or the business of the Association may require.

 

ARTICLE II†† ††††††††††† PURPOSE

 

2.1              The purpose of the Central Dekalb Sports Association, Inc. (hereafter referred to as Association) shall be to provide an athletic program with major emphasis upon fun and enjoyment for all youth regardless of race, color, national origin, religion, sex, age, handicap or other non-merit factors, interested in playing and developing their athletic skill in youth sports.

 

2.2              It shall be the goal of this association to:

 

1.                  Provide an opportunity for fun and enjoyment through an athletic program;

 

2.                  Develop good sportsmanship and physical fitness; and

 

3.                  Teach skills and techniques of youth sports.

 

2.3              This association shall promote a ďsafety firstĒ environment and conduct and promote programs with strict control over age, equipment, and behavior of the participants, coaches, parents and spectators.

 

ARTICLE III ††††††††††† MEMBERSHIP

 

3.1  ††††††Types of Membership.There shall be three (3) types of members of the

association.These are:

 

1.††††† Player Members (Non-voting).The player membership shall be comprised of all registered players of the association.

2.      The regular membership shall be comprised of the parents and guardians of the Player Members.Coaches and Managers who are notthe parents/guardians of the Player Members shall also be Regular Members of the Association.

3.      Association Members (Non-voting).The Associate Membership will be comprised of individuals who have demonstrated their interest in the purpose and goals of the Association by participation in the Booster Club, Auxiliary and/or other means as determined by the Board of Directors.

 

3.2              Responsibilities of Members.Player Members shall conduct themselves in a manner which reflects their fellow player members, the rules of the Association, the Association as a whole, and the fields, facilities and equipment of Dekalb County and the Association.Player members shall at all times, on and off the playing field, display qualities of good sportsmanship and shall refrain from displays of temper and use of profanity.Older player members have a special responsibility to set a good example for player members from the younger leagues.

 

A.    The Regular Members are ultimately responsible for all affairs of the association.It is the duty of Regular Members to elect the Board of Directors and to be aware of the Constitution/By-Laws, Rules and Regulations of the Association.

 

B.     Regular Members shall conduct themselves in such a manner as to demonstrate respect for all other members, the Rules of the Association, and the fields, facilities and equipment of the Dekalb County and Association.

 

C.     ††††††Regular Members shall at all times set a good example by their conduct for the Player Members of the Association.

 

3.3              Annual Membership Meeting.This meeting shall be held the week prior to closing day each year at a time and place fixed by the President.The agenda of this meeting shall include the election of the Board of Directors.

 

3.4              Notice of Annual Membership Meeting.Notice of the Annual meeting shall be mailed, posted, or handed out to each Regular Member with a notice being mailed to the Dekalb County Recreation, Park & Cultural Affairs office, not less than fourteen (14) days prior to the meeting date.

 

 

3.5              Contents of Notice.The notice shall contain the date, time, place and any issues to come from the meeting.The notice shall solicit the names of candidates for the Board of Directors.Those names must be returned to the secretary or secretary designate five (5) days prior to the meeting (return address will be on the notice).

 

3.6              Special Meeting.The President may call a special meeting of the membership whenever the need shall arise.By petition of the Secretary, and fifty (50) voting members of the Association and 25% of the elected Board of Directors may call for a special meeting.

 

 

3.7              Notice of Special Meeting.Notice of any specially called meeting shall state in writing the reason for such meeting and be given at least seven (7) days prior to the meeting.

 

3.8              Voting Rights.††Each Regular Member shall be entitled to one vote on all matters requiring a membership vote.

 

 

3.9              How Vote Recorded.††††† A voce may be recorded only by the presence of the member and not by proxy.

 

3.10          Loss of Voting Rights.A memberís voting rights may be suspended for violation of these Constitution/By-Laws or Rules upon the recommendation of the Board of Directors.

 

ARTICLE IV ††††††††††† BOARD OF DIRECTORS (Hereafter referred to as the Board)

 

4.1              Creation.There is hereby created a Board of Directors consisting of twenty (20) persons.The Board of Directors is responsible to the Regular Membership and shall be the governing body of the Association.

 

4.2              How Elected.By not later than the date of the April Board of Directorís regular meeting the President shall appoint a Nominating Committee, consisting of not less than five (5) directors whose duty shall be to solicit candidates for the Board of Directors.The incumbent board will discuss and agree on the recommended slate of board members at the May meeting to be presented at the Annual meeting held the week prior to closing day.Nominations shall also be accepted from the membership in writing to the Secretary at least five (5) days prior to the annual meeting.

 

4.3              Ballot.The names of all nominees shall be entered on a single ballot and submitted to the membership present at the annual meeting.Those nominees getting the highest number of votes shall be deemed to have been elected.In the event of a tie vote for last position, not resolve by a recount, the names of those nominees involved in a tie shall be immediately submitted to the membership on a written ballot containing only those names.If the issue is not resolved on this ballot, the Directors shall at their next regular meeting elect the remaining members from those nominees involved in the tie vote.

 

4.4              Invalid Ballot.Any ballot upon which more votes have been cast than there are vacancies shall be declared invalid.

 

4.5              Association Indebtedness.If there is an indebtedness by the Association for which the past board members have signed a promissory note as a guarantee of payment, the new board member elected must sign a note in the amount to cover the pro rata share of the Associationís remaining debt assigned to the outgoing board member.This agreement to be responsible on a pro rata basis for Association debts is a prerequisite for serving on the Association Board for all new incoming members.

 

4.6              Term.The Board of Directors will serve a one year term from time of election until a replacement board is elected by the Regular Membership.

 

4.7              Duties.The Board of Directors shall:

A.     Be responsible for conducting the affairs of the Association in accordance with the Constitution/By-Laws, Rules and Regulations of the Association and all local, County, State and Federal laws as required;

 

B.     At their first regular meeting after the annual meeting, elected from their membership the officers of the Association.These officers shall serve one (1) year term or until their successors are elected and take office.There shall be a President, Vice President, Treasurer, Secretary and Player Agent(s) elected by the Board;

 

C.     A member of the Board of Directors shall be a Chairman or member of all Standing Committees (see 6.3) appointed by the President; and

 

D.     Review, revise and place in writing the rules and regulations of the Association, as needed.Except for highly unusual situations or emergency conditions, no adopted rule shall be changed during the playing season.The rules may be changed, deleted and/or additions made at any regular meetings of the Board and Regular Membership, or such special meetings called for the purpose of amending the rules by the Board of Directors.In order to become effective, any changes, deletions and/or additions must be approved by a majority vote of the Board.

 

4.8              Board Meetings.Meetings will be held on a regularly monthly basis to conduct the affairs of the Association.Special Board meetings may be called by the President as needed.All meetings will be conducted at a time and location determined by the President and all board members will be notified orally or in writing five (5) days prior to such meetings.

 

4.9              Vacancies.Vacancies on the Board of Directors, including those seats held by the officers, except the President, created by resignation, death, or inability to serve for any reason shall be filled by a majority vote of the Boar.The unexpired term shall be filled within thirty (30) days from the date of the vacancy.The vacancy need not be filled if there is sixty (60) days or less on the unexpired term excepted the offices of President, Treasurer, Secretary and Player Agent.

 

4.10          Failure to Attend Board Meetings.A Board member who has missed two (2) consecutive scheduled meetings may be removed and a successor elected by vote of the Board.It shall be the responsibility of the Secretary to notify board members when they have missed meetings.Board members who have been removed must be notified by the Secretary.

 

ARTICLE V†† ††††††††††† OFFICERS OF THE ASSOCIATION

 

5.1              Eligibility of Office.The officers of the Association shall be elected from the Board of Directors.For the purpose of Continuity, the President must have served on the previous Board of Directors.

 

5.2              The President.The President shall:

A.      Be the Chairman of the Board of Directors

B.       Be the Chairman of the Executive Committee

C.      Be Chief Executive Officer of the Association and with the advise of the Board of Directors shall conduct affairs of the Association on a day to day basis;

D.      Preside over all meetings of the Regular Membership and the Board of Directors;

E.       Appoint and remove any members of any committee except audit;

F.       Be a member ex-officio of all committees;

G.      Perform other duties as may be deemed necessary for the furtherance of the business of the Association or which may be directed by the Board of Directors; and

H.      Cosign all checks together with the Treasurer.

 

5.3              Vice President.Vice President shall:

A.     Assist the President and perform such duties as the President assigns; and

B.     Serve as President for the unexpired term when and/or if the presidency becomes vacant

C.     Be responsible for all documenting and presenting grievances an appeals to the Board;

 

5.4              Secretary.Secretary shall:

A.     Keep and maintain the minutes and attendance records of all meetings of the Board and the Regular Membership;

B.     Record all votes and minutes of all proceedings in books to be kept for that purpose.

C.     Perform a like service for the standing committee when required by the President;

D.     Give or cause to give, any and all required notices to the Board of Regular Membership;

E.      Furnish copies of the minutes of the Board meetings to each member by the next schedule meeting.

F.      Be custodian of all contracts, agreements, and seal of the Association and other official papers;

G.     Give reasonable notification to the Treasurer of the due date4 of the registration fees payable for the Charter of the Association; and

H.     Perform other duties assigned by the President.

 

5.5              The Treasurer.The Treasurer shall:

A.     Have charge of and be responsible for all funds, securities, receipts, and disbursements of the Association;

B.     Deposit or cause to be deposited in the name of the Association, all monies or the valuables in such banks, trust companies, or other depositories as directed by the Board;

C.     Disburse funds by check only;

D.     Assure that all checks have two authorized signatures.

E.      Prepare a monthly statement of the financial conditions of the Association including income, expenses and cash balances.These statements of financial conditions shall be presente4d in writing at all scheduled meetings of the Board;

F.      Develop the Associationís budget to be submitted at the December meeting or earlier.Supplemental budgets will be submitted as needed;

G.     Disperse funds of the Association based on the approved budget and only after the receipt of goods or service, except as authorized by the Board;

H.     Maintain complete listing of all capital property of the Association in an inventory control book; and

I.        Be responsible for establishing an internal control system for all assets and funds so that they may be properly utilized by the Association.

 

5.6              The Player Agent.The Player Agent shall;

 

A.     Be responsible for the general conduct of player member activities;

B.     Submit the rules of play to the Board for approval;

C.     Be responsible for training, coaching, and officiating;

D.     Conduct annual tryouts, and player selection;

E.      Check all birth records and eligibility of players;

F.      Supervise and coordinate the transfer of players; and

G.     Conduct other duties as assigned by the President.

 

ARTICLE VI ††††††††††† ADMINISTRATION

 

6.1              Parliamentary Authority.All meetings of the Association and the Board of Directors shall be conducted according to Robert Rules of Order (revised) except when contrary to any specific provisions of these Constitution/By-Laws.The Parliamentarian will be appointed by the President.

 

6.2              Assets.Any funds or property of the Association shall be utilized for the purpose set forth in the Constitution and By-Laws and no portion thereof shall be used to provide benefits to any individual, individual team or other organization except by the specific authorization of the Board.

 

6.3              Standing Committees.There shall be the following standing committees whose Chairman shall be a Board Member:

1.      Finance

2.      Constitution/By-Laws and Association Rules

3.      Registration

4.      Audit

5.      Central Scheduling Committee

 

6.4              Audit Committee.The Audit committee shall:

A.     Consist of three (3) Regular members of the Association and will not include the Treasurer;

B.     Appointment and removal of the members ofthe Audit Committee will be approved by the Board only;

C.     Review and approve all financial statements;

D.     Review the monthly reconciliation of the Associationís bank account;

E.      Report their findings to the Board at all monthly meetings;

F.      Secure an outside annual external review of the Associationís financial records and submit the results of the outside review in writing to the Board;

G.     Have unrestricted access to all financial records of the Association;

H.     Report to the Board only;

I.        Insure that all legal requirements are fulfilled by the Treasurer; and

J.       Perform other duties as directed by the Board.

 

6.5              Auxiliary. The purpose of the Auxiliary shall be to pledge every effort and full support of the Association.It shall always be the goal of the Auxiliary to cooperate, communicate and handle all functions assigned by the Board and President.The Auxiliary shall provide opportunities for all those interested to give their time, talents, and ideas toward continued growth and improvement of the Association.

 

ARTICLE VII††††††††††† PROCEDURE FOR AMENDING THE CONSTITUTIO/BY-LAWS

 

7.1              How Amended.The Constitution/By-Laws of the Association may be altered or amended and new or revised Constitution/By-Laws may be adopted by the Regular Membership of the Association at any annual or special meetings of the Regular Membership as defined in the current Constitution/By-Laws.In order to become effective, any changes and/or additions must be approved by a majority of the Regular Membership present at the annual or special meeting.The Constitution/By-Laws may also be amended by a three quarter majority vote of the Board, subject to ratification by the Regular Membership at a special meeting of the Regular Membership to be held within thirty (30) days of any amendment change.

 

7.2              Approval.The Approval by the Regular Members of the Association of these Constitution/By-Laws for the use by Central Dekalb Sports Association, Inc., shall supersede and replace all previously operating By-Laws of this Association.

 

ARTIVLE VIII ††††††††††† DISSOLUTION OF THE ASSOCIATION

 

8.1              Dissolution of Association. Upon dissolution of the Association, the remaining assets, if any, shall be distributed only to those organizations whoís objectives are consistent with those of the Association, and whose, purpose should be exempt as described in Section 501 (c ) (3) of the Internal Revenue Code of 1954 as amended.A determination of this fact and final selection of the recipient of any assets shall be made by the Board in consultation with the Dekalb County Director of Parks, Recreation and Cultural Affairs.


PROPOSED AMENDED BY-LAWS CHANGES

 

ARTICLE III ††††††††††† SECT. 4††††††††† (New Language)

 

††††††††††† Any association member who attends meetings in an intoxicated condition and/or creates a disturbance or becomes unruly shall lose voice and his right to vote at said meeting.Where necessary to maintain order, the member may be evicted from the meeting by order of the Chairman, subject to the challenge of the membership.Flagrant or persistent violation of this section by any member shall be grounds for removal of the member from the membership of the association and eviction shall be handled at a regular board meeting or special called meeting and shall receive a 2/3 vote of those members present.

 

ARTICLE III ††††††††††† SECT. 5††††††††† (New Language)

 

Evicted members may petition the Board of Directors for readmission and a meeting shall be called for reconsideration.Readmission shall require a 2/3 vote of those members present.Eviction and readmission shall be subject to challenge of the membership.

 

ARTICLE IV †††††††††††

 

4.2A††† (New Language)

 

All Board of Directors for Central Dekalb Sports Association must be members of Central Dekalb Sports Association.

 

No member of Central Dekalb Sports Association shall be eligible for election as a board member until he or she has been a member in continuous good standing in C.D.S.A. for two (2) years immediately prior to the election.

 

4.10††††††††††† (Change as proposed)††††††† ††††††††††† (Removal of a Board Member)

 

Any Board Member who misses two (2) board meetings in succession or 4 board meetings in a year, attends meetings or association functions intoxicated or fails to perform the duties he is assigned may be removed by a majority of votes cast by the Board of Directors, and a successor elected by vote of the board.It shall be the responsibility of the Secretary to notify board members when they have missed meetings.Board members who have been removed must be notified by the Secretary.

 

4.10††††††††††† (Current Language)††††††††††† Failure to Attend Board Meetings

 

A Board Member who has missed two (2) consecutive scheduled meetings may be removed and a successor elected by a vote of the Board.It shall be the responsibility of the Secretary to notify board members when they have missed meetings.Board members who have been removed must be notified by the Secretary.